Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions is a unique guide to handling a corporate acquisition negotiation successfully. Some of its advice is geared towards effectuating workable compromises that satisfy the interests of all parties; some is aimed at getting a leg up on your adversaries. One of the book's principal points is how these twin, seemingly antithetical goals can and should be attained.

At the outset, Mr. Freund explores the fencing for position that goes on during preliminary negotiations, when many of the basic issues vital to the deal are resolved. Later chapters analyze: the basic acquisition agreement; bargaining techniques applicable to substantive issues such as purchase price, representations and warranties, and indemnification; and employment contracts. The author also examines the period between signing and closing—a time when things can and do go wrong. Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions suggests tactics to use—and tactics to guard against. It contains analysis so shrewd, so insightful, so skillfully written, that once you begin reading it, you'll find yourself reluctant to put it down.

Book #10526; casebound, one volume, 559 pages; published in 1975. ISBN: 978-1-58852-000-5

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Availability:
Available

Brand:
Law Journal Press

Product Type:
Books

Edition:
0

Page Count:
559

ISBN:
978-1-58852-000-5

Pub#/SKU#:
526

Volume(s):
1

James C. Freund

Mr. Freund is of counsel to Skadden, Arps, Slate, Meagher & Flom LLP and is located in the New York office. He is also the author of Lawyering: A Realistic Approach to Legal Practice published by Law Journal Press.

2.2.1. The Back of My Hand to the Non-Negotiable Demand
2.2.2. How To Say “No” Without Seeming Negative
2.2.3. Marshalling Arguments to Support Your Cause
2.2.4. The Creative Discovery of Common Ground
2.2.5. The Ultimate Solubility of Most Issues

2.3. Getting A Leg Up

2.3.1. The Twin Virtues of Persistence and Perspective
2.3.2. Volunteering for the Draft
2.3.3. Timing—of the Essence
2.3.4. To Swap, Perchance to Cede
2.3.5. Hoist On His Own Petard
2.3.6. The Absurdity of It All
2.3.7. Threats, Fits, and Other Adventures in Brinkmanship
2.3.8. Staffing the Negotiations
2.3.9. Clients are People, Too

2.4. Some Closing Observations

2.4.1. Freedom of Contact
2.4.2. Creative Motivation
2.4.3. Gamesmanship and Other Instruments of the Devil
2.4.4. They’re Not Making Negotiators Like They Used to. . .

Chapter 3
Preliminary Negotiations
3.1. The Lawyer’s Role in the Opening Rounds
3.2. Sidling Up to the Purchase Price

3.2.1. Alphonse and Gaston Revisited
3.2.2. Digging That Well-known Hole
3.2.3. A Deal Does Not Live by Price Alone

3.3. The Agreement in Principle

3.3.1. Is This Document Necessary?
3.3.2. A Metter of Form
3.3.3. To Bind or Not to Bind
3.3.4. Points to be Covered
3.3.5. Points to be Uncovered
3.3.6. The Other Side of the Coin

3.4. Federal Disclosure Requirements

3.4.1. Some Guidelines for the Public Announcement
3.4.2. Content of the Press Release
3.4.3. Interaction with the Negotiating Process
3.4.4. The Non-Agreement in Principle

Chapter 4
Structuring The Transaction
4.1. An Ode to Structuring
4.2. The Basic Forms of Acquisition Transactions
4.3. As Between Them, Taxes are Less Certain Than Death

11.1.1. Finders’ Fees and Other Expenses
11.1.2. A Glance at Some Boilerplate
11.1.3. Exhibits to the Agreement

11.2. Employment Contracts

11.2.1. ARE employment Contracts Necessary or Desirable?
11.2.2. When Should the Employment Contract be Negotiated?
11.2.3. What Tone Should You Adopt?
11.2.4. How Long Should the Contract Run?
11.2.5. What About the Money Terms?
11.2.6. Under What Circumstances Does the Contract Terminate?
11.2.7. What About the Non-Competition Covenant?

13.2.1. A Brief Survey of the Problem Area
13.2.2. Protective Provisions for the Seller
13.2.3. The Purchaser’s Concerns

13.3. Merger of A Controlled Company

13.3.1. The Key Themes of Fairness and Full Disclosure
13.3.2. The Use of Independent Professionals
13.3.3. Style as Well as Substance

Chapter 14
A Guided Tour

THE SOFTWARE CAPER

A Melodrama in Three Acts

ACT ONE:
Let’s Make A Deal: The Journey From Initial Negotiations Through The Letter Of Intent

Scene 1—The Germ of an Idea
Scene 2—Fencing for Position
Scene 3—Getting Down to Brass Tacks
Scene 4—Putting it in Black and White
Scene 5—Buttoning it Up

ACT TWO:
Signed, Sealed And Delivered: Taking Us From Contract Negotiations To The Signing Of The Acquisition Agreement

Scene 1—Who is this Masked Man?
Scene 2—Baiting the Trap
Scene 3— What Do they Teach These Kids in Law School Nowadays?
SCene 4—Oil on the Troubled Waters
Scene 5— Laying the Groundwork
Scene 6—The Stage is Set
Scene 7— St. Crispin’s Day
Scene 8—What Can We Give Them?
Scene 9—What Can We Get Them?
Scene 10—They Laying-on of Hands
Scene 11—Between us Professionals . . .
Scene 12—Never Leave Well Enough Alone
Scene 13—Get Cracking
Scene 14—Congratulations

ACT THREE:
Here’s The Key To Planet: A View Of The Period After The Signing Through The Closing